Marvel: My SHIELD Academia
by Marvelous2001
Summary: Miles Morales was just an ordinary kid from Brooklyn, who got bit by a radioactive spider. Izuku Midoriya was a Quirkless kid in Shizuoka, who got his Quirk by the symbol of peace himself. Follow them on their journey as they meet new friends, face new foes, and face the impossible together. Rated T for action and violence.
1. Prologue

**Hi! I would like to welcome everybody to the newest addition of the My Hero Academia fanfics. I myself am a big fan of the show, as well as the influence of superheroes (mainly Marvel). Knowing about my newfound interest in superheroes, I decided to jam together two of the best universes together - Marvel, and MHA! Say hello to "My S.H.I.E.L.D. Academia!" Starring you favourite Marvel heroes and teams like the Avengers, X-Men, and the Fantastic Four. As well as introducing the newest additions of the future heroes you will come across, as they meet new friends and make new enemies. I hope you all enjoy it!**

 **Also, on a side note, I may be switching back and forth from the plotlines of the MCU, Comics, and Television, so if you are confused, my apologies. Anyways, enjoy!**

* * *

Superheroes. Heh, crazy right? You ever wonder what was going through the mind of whatever wacko came up that idea? I mean, sure, it's a cool idea and all, and I'm sure nobody would mind having super strength, superspeed, or flight.

But seriously, how could they come up with that? It sounds out of the ordinary, but yet, sounds so possible. I'm no hater for comics, but superheroes just sound as fictional as fairy tales - can't happen, and won't happen. No way anybody can stop a meteor, or turn back time, or talk to fish, or run at the speed of light.

Well, I guess it's time to let you on a little something; as much as the guy sounded crazy, nobody could've known he would be right all along.

Yep, you heard that right. The guy wasn't as delusional as we all thought this whole time, and it just wasn't around at the time.

You see, what if I told you this is actually a world where superheroes are now a _real_ thing. The reality you knew, or once knew is long gone, and now, it was replaced by a new reality where the superstitious and fiction had become the completely. I know! Crazy, right?

You see, the story takes place years ago, a miracle happened when a baby in Qingqing City, China, was found born with strange powers - being born with the power of emitting extraordinary light from itself; nearly giving the kids parents a heart attack in the process. There were no answers to why it happened.

But that was just the beginning because after that, more and more kids were being born with or developing these strange, unique powers that varied from others. From the common like superhuman strength, speed, flight, and all that, to the unusual like... I dunno, being made of rocks or having a knife for a head.

It didn't take long before nearly almost half the globe was filled with people with intense superpowers, or more specifically "Quirks" as they were no called. And not just people. There were also a few rare cases where even animals evolved into humanoid beings and gained Quirks also.

People had their own speculations where quirks came from - maybe it was a virus that evolved, a secret project in a secret lab, aliens, magic, technology, etc. Nobody could pinpoint where they came from, but hey, it's not like people complained. Super powers? We'll take it!

With the evolution of powers, and heroes beginning to pop up left and right all around the world, before we even knew it, this was a world where the supernatural looked like it literally just came out of the comic books, like Captain America. Everybody's dreams came true, and Anybody could become superheroes like in the comic books or cartoons.

But there were downsides to this... At the same time, while people would use their powers for the greater good to protect and save, there were also the bad ones - the villains who used their powers to hurt, lie, cheat, and steal, and could get away with it. Crime rates exponentially increased, and heroes and villains fought it out on the battlefields that were people's neighborhoods, homes, or even cities. Nobody knew what to do, and everyone was scared.

No way police or the military could handle situations like these when people had the powers the crush guns, stop tanks, or even survive bombs like it's nothing. That's where the policies and government finally kicked in and took action.

It didn't take long before the United Nations and other branches of governments to come together and agree to finally license superheroes to keep them in check, and to build schools where kids can go to learn how to be heroes before being put out in the real world. Like some of the schools included in Japan - Shiketsu High School, Ketsubustu Academy High, or Seiai Academy for examples.

Japan's best known for having some of the best international schools on the globe. But the best of them all would have to be U.A. High. U.A. is the highest ranked heroic school in Japan, and like every hero school, they teach kids with quirks to be heroes, depending on their skill rates and what departments they are specifically assigned; ranging from classes A - K.

It's one of the top-notch schools in Japan, and what's so unique about it is that it's known for it's own "U.A. Barrier" that's specially designed to keep reporters, freeloaders, and villains out who aren't permitted onto the school grounds. You can't get in without having a Student or Staff ID Card or Special Entry Permission ID. No getting in whatsoever, unless you're as strong as the Juggernaut. Or already on the inside. Yeah, it's that special.

But I mentioned that was the only highest-ranking school in **JAPAN**. Now I think it's time to introduce **AMERICA** 's most popular hero school. BUT FIRST, a history lesson! Sorry kids.

You see, in 1946, the following year after the end of World War II and the sacrifice of Captain America, Agent Peggy Carter received a phone call from Howard Stark of Stark Industries, who asked her to become one of the founding members of the new division they were putting together, held by Howard and another guy; an Army Colonel named Chester Phillips.

These three people served with Captain America before during the war, and helped him take down Hydra - the rogue Nazi science division that planned on blowing up the whole world to prove that Johann Schmidt - The Red Skull, had the power of the gods themselves.

With Red Skull gone, and Captain America nowhere to be found, **S.H.I.E.L.D**. was founded - the _**S** upreme **H** eadquarters, **I** nternational **E** spionage and **L** aw-Enforcement **D** ivision_.

They originally were meant to be a covert agency that served with the U.S. Government, but as decades passed, along with the rising reports of Superpowers/Quirks, and the United Nations beginning to build heroics schools around the globe, S.H.I.E.L.D. was taken into consideration and jurisdiction by the U.N., who further turned S.H.I.E.L.D. into the _**S** trategic **H** azard **I** ntervention **E** spionage **L** ogistic **D** irectorate._

After the reveal of Quirks and the rise of heroes and villains, S.H.I.E.L.D. was no longer a top secret government agency, but rather it was now known as one of the leading heroics and homeland security agencies that monitored, trained, and enforced superheroes all around the world 24/7. Now I think that gets me back to the topic about the most popular hero school in the U.S..

I'd like to introduce you to my school; S.H.I.E.L.D. Academy - the leading heroics school in America; located in Manhattan, New York City. S.H.I.E.L.D. Academy's one of the most prestigious schools in the U.S., with a current a total of 3,000 students who are currently being trained for the future. Just like a lot of private or special heroics schools, its acceptance is based on recommendations or selections. You can't get in without as so much as a recommendation from a Pro Hero or S.H.I.E.L.D. agent, who visit the neighboring schools and academies in the state in search of new candidates.

And it's not that easy to be picked. Unless you have field-based experience, or a biological descent from a Pro Hero, the odds of getting into the school are 1/300. However, if you do get in, and all the education pays off, then that's when they get their licenses and go on out into the real world and become pro heroes as well.

Pro heroes choose to either fight alone, or they form their own groups/teams, including the X-Men or the Fantastic Four. But I don't think any of them could beat the best of them all - Earth's Mightiest Heroes, the **Avengers**! They're the largest superhero society who work under jurisdiction of S.H.I.E.L.D. and the World Security Council.

And when I mean large, I mean REALLY large. When the Avengers were founded, it just started out with only six, including Captain America, Iron Man, and Thor (yep, the actual Viking God of Thunder, Thor. Couldn't get any weirder than that, right?), and now, the Avengers are known to be the largest hero teams out there; out there to recruit heroes from all around the world 24/7 to join their cause, and some happen to stumble upon them.

They serve all around the world, and when there are no heroes out there, they'll always be there.

From the Quirked to the Quirkless, anybody could be an Avenger.

And yeah, there are such thing as _Quirkless_ people.

Studies showed that there is an approximately 20% of the global population that are unable to possess Quirks. Something to do with extra joints in a toe or something. And these kinds of people were left in the dust, while everyone else got to do what they can't.

Yeah... Quirks are everywhere. Since everybody got powers, everyone else who couldn't were now considered the weak and helpless ones who were cast aside. And just like racism, if you were different from ordinary people, then you weren't accepted so easily. Wasn't so much different back then when it was the other way around - where people with powers were considered "mutants" or "freaks" and cast aside like mistakes.

But… Quirks weren't always the case. Not everybody needed superpowers to save the world. Remember how I brought up Captain America? Well, he wasn't _just_ a super soldier. He was proudly considered the historically **first** Superhero. Way before All Might or even Quirks themselves. Heck, he was even the first **Avenger** before it all started.

What I found was so special about him wasn't the fact he was a hero without a Quirk, or the fact he was proudly picked for a super soldier project, or even the fact that he came back to life after almost 70 years of being frozen. But... It was his drive. Like everyday people, he had a drive and motivation to do what they think is right. That's why he wanted to join the army; even if he was known as the little guy in Brooklyn, and had just about everything wrong with his small and weak body. He wouldn't care what the registration form would say, he just wanted to serve his country like everyone else.

He didn't have a Quirk, and his super soldier abilities wasn't what drove him; it was his inspiring motivation and justice for America, and the inspiration he had on the American people, and the fear her put in the Nazis and Hydra.

Now that he woke up after a 70-year-old nap, despite his setback into a new world, he still serves in the line of duty - even if it's not the one he was used to. Not like he minds though. Even if he may be a bit weaker than most, he still does the right thing; Quirkless or no, and people praise him as a true hero. I mean, he did save the world over seventy years ago, didn't he?

Maybe that's what it really takes to be a hero? I dunno... I always felt like the Quirks are just an extra to what it means to be a hero. Besides, who said even some of the inconsiderable couldn't be heroes too? Think about Iron Man; who has superhuman intelligence and uses that to build high-tech suits of armor or technology that benefits the world and science, as well as help him what he lacks in flashy powers.

Sometimes, maybe it's the little things, or, the _little people_ that make a real difference.

But hey, what can I say? I'm not even Pro yet.

But don't take my word for it. Why don't you take Spider-Man for another example - my biggest inspiration. As the years went by since his first appearance, Spider-Man was known as the big vigilante of New York City - no license, no identity, and no proper involvement of villain intervention or crime-stopping. Not like that didn't stop him though. Not the police, the Avengers, pro heroes, villains, or heck, even J. Jonah Jameson and his loud mouth on the Daily Bugle. He did just what everyone else did - save people and save the day. Nothing wrong with that, was there? He just didn't have a license was all. He's still a hero to a lot of people, as well as to me.

When I was a kid, and I saw Spider-Man on the news, I couldn't help but admire him for all the greatness and awesomeness he's done to save hundreds of lives for years to come... I'd watch Spider-Man like it was no tomorrow, buy just about every shirt with his face or name on it, the latest cereal, comic book, souvenir, and toy with him on it. Even watched his cartoon show and listened to his old Christmas album. Yeah, his face was everywhere in New York, and he served as the new symbol of hope of New York for years to come.

People argued whether if he was a hero, a vigilante, or a villain getting the credit for ' _saving_ ' people. At the end of the day, I still consider him my hero, and my role model, even if I didn't know why he did or who he even was. One guy who said he met Spider-Man before said that he didn't do it for the money, but it was because of responsibility. 'With great power, comes great responsibility' he remembers; proof it was another reason to do the right thing.

Not money, not fame, and not just for duty, but because it was his responsibility. His face was on everything, sure, but the only difference between him and a lot of superheroes was the fact he never truly sponsored or licensed them, and he didn't seem to care. He didn't do it for money, or for fame like so many heroes nowadays, but because he saw it was the right thing, and because he felt it was his responsibility. That's why he was my biggest inspiration since I was a kid.

So, with people like JJJ talking bad about him, it doesn't get him down. And me neither, even if I was _Quirkless_ , or _Worthless_. I never saw the point of money. Nor the fame. I just believed I wanted to do the right thing...

If the world needs a new or another Spider-Man, then so be it. I'll be there, because of my responsibility... If the day ever comes, I'm gonna be the next symbol of hope of New York City. I may not be the next All Might, but I'm surely gonna be the next Spider-Man.

Sounds like a long shot, but it's true, actually...

Now I think it's time to tell you a story...

My name is Miles Morales, and this the story how I became the next Spider-Man.

* * *

 **Sooooo? How did I do? Good? Bad? Okay? Even for just the prologue, I feel like I put a lot of hard work and motivation into this story alone with my love of superheroes, including Spider-Man. I wanted to go with something completely different than a lot of the Spider-Man/My Hero Academia fics, and instead of using the beloved-known Peter Parker, I wanted to go with Miles Morales because I thought it would be interesting. Eh? More will come of Miles and the other students of S.H.I.E.L.D. Academy. If you enjoyed it, please consider faving and reviewing. Bye-bye!**


	2. Chapter 1: Miles Morales - Origin

**_S.H.I.E.L.D. Origins File #16102011_**

 _ **Name:**_ _Morales, Miles Gonzales_

 ** _Alias:_** _*unchosen yet*_

 _ **Age:**_ _16 y/o_

 _ **Sex:**_ _M_

 _ **Eyes:** Brown_

 _ **Hair:** Black_

 ** _Residency:_ **_Brooklyn, New York_

 ** _Citizenship:_** _Afro-Puerto Rican American_

 _ **Relatives:**_ _Jefferson Davis (Father, Alive); Rio Morales (Mother, Alive); Aaron Davis (Uncle, Alive); Gloria Morales (Grandmother, Alive)_

 _ **Occupation:**_ _Student (S.H.I.E.L.D. Academy, Present)_

 _ **Quirk(s):** Spider (_ _Enhanced strength; enhanced speed; enhanced agility; ability to cling to most surfaces; camouflage; precognitive Spider-Sense; utilizes web-shooters to shoot strong spider-web strings from wrists; bio-electric energy threads produced from fingers)_

 _ **Biography:**_ _Miles Morales is a Afro-Puerto Rican American student currently attending S.H.I.E.L.D. Academy. Born and raised in Brooklyn, Miles' family has been found to be on either sides of the law; his father, Officer Jefferson Davis currently serves with the New York City Police Department after ten years of service, and currently operates as an undercover agent for S.H.I.E.L.D.. As for the boy's uncle, Aaron Davis has operated as a common burglar and career criminal; obtaining over fifteen years of criminal records, and an affiliation with the drug cartel Mac Gargan (A.K.A. "Scorpion"). Miles Morales found his life struggling between family and law. Not only that, but Miles was also found to be Quirkless after a discovery he had an excess of joints in his toes - a common indication of Quirklessness. Always being bullied and picked on for his Quirkless status, Miles found he was always struggling with emotional support, but had none of his parents to turn to; Jefferson working as an officer, and Rio working as a healthcare nurse. Miles would always turn to his uncle against his parents wishes. Miles rarely attended any of his emotional support groups._

 _One day after visiting his uncle however at the age of fifteen, Miles found he had suddenly gained a sign of powers after returning from a visit at Aaron's apartment. The cause of which was unknown. A visit at the emergency room, due to a case of dizziness and vomiting, showed that there was a chemical change in Miles' cells body structure. There was an increase in Miles' muscle structure; giving him enhanced strength, speed, and agility. He was found to later demonstrate abnormal abilities, such as his ability to stick to most surfaces, as well as subdermal camouflage and Bio-produced electrical energy. When attacked, threatened, or sensed a change of environment, Miles would instantly react in whatever way possible, as though he had a "sixth sense". Miles has portrayed many traits relatively described to be similar to the "Spider-Man"._

 _After an assessment of these traits, it was concluded that somehow, Miles Morales had suddenly gained a Quirk. But not by sheer luck or bodily changes. Further testing proved that his chemical makeup and DNA had altered, whereas most Quirked individuals have a completely natural set of DNA. Testing turned up nothing relatively human. This found study has been forwarded to S.H.I.E.L.D. and Officer Jefferson Davis. After tracking down Miles when he was found missing, S.H.I.E.L.D. located him during a misconduct with Frank Oliver (A.K.A. Kangaroo), who was swiftly incapacitated and arrested with the assistance of Captain Steve Rogers. Miles was found wearing a faux Halloween costume of Spider-Man while fighting against Kangaroo, and was taken in for questioning. Miles revealed that he had gained his powers after being bitten by a spider during the visit at Aaron's apartment the night before his visit to the ER; evidence of a spider located in Aaron's apartment has turned up nothing. Later on, Miles was confronted by his father, who revealed his secret identity as an undercover S.H.I.E.L.D. agent, and asked Miles to keep his identity secret. Agreeing, Miles was then confronted by S.H.I.E.L.D. director, Nicholas J. Fury, who had explained to Miles about how he had suddenly gained a Quirk. Director Fury had given Miles a voluntary option of either going to a normal High School, or take up an offer at S.H.I.E.L.D. Academy, New York City, along with the reward of a newly crafted suit and web shooters. Without hesitation, the boy had said yes, and our agreement had been settled._

 _Miles Morales has been further accepted into S.H.I.E.L.D. Academy._

 ** _Status:_** _Hero-in-Training_

 ** _Notes:_**

 _-_ _Where did this "spider" come from?_

 _-Was the spider genetically engineered, or did it manifest a Quirk?_

 _-Possesses similarities relatively close to that of the vigilante Spider-Man._

 _-Is currently taking part of S.H.I.E.L.D. Academy's exchange program._

* * *

Chapter 1: Miles Morales - Origins

My story starts out at home. A little apartment in Brooklyn near Wythe Avenue. At the time, it's just me, my dad, and my mom. The weekend was just ending, and I was staying my visit at my childhood home. It was early in the morning; had to be since my parents had to work early shift - my dad a police officer at the NYPD, and my mom a healthcare nurse at the Brooklyn Hospital Center. With how important their jobs were, I couldn't blame them for waking up so early at about 6:00 in the morning. My dad was born with night-vision eyesight, which gives him an edge on the police force, especially at night. As for my mother, she inherited X-Ray vision, which also comes in handy when she works at a nurse - she can see wounds, infections, or broken bones better than your average x-ray or CT Scan machine.

As for me... Well, it's hard to explain... But I'll get to that in a second. Right now, I'm currently sitting in my room by my desk with the desk lamp on. Scattered around were my notebooks, textbooks, as well as an opened pack of "Hello, My name is:" stickers. In case you were wondering what I was doing, I was working on a few drawings. You see, I have a knack for drawing street art, and if you take a good look around Brooklyn, you can see some examples.

I just love the way the art and colours flow freely, with no barriers or reality to hold it back, and they express different emotions or what you're feeling, or express your name or a meaningful word in a cool style. But, with my dad a cop, and superheroes around, I can barely go far without getting caught, and scorned by my dad and mom, and get grounded.

That's why I have a cool uncle though. My uncle Aaron knows just about every blind corner and back alleyway around Brooklyn, and he doesn't mind me working on my graffiti at all, though I guess that was because my uncle was on the bad side of the law before... Yeah, couple of break-ins and burglary. Served up almost ten years in jail when he was finally caught. My parents think of him as a bad influence on me, but he still loves me, and I couldn't help but see him whenever I have the opportunity. His apartment is just east of Brooklyn, and it's not that far from my school or house.

But whenever I don't have the time to visit him or go out and spray my art on a canvas, I stay in school and do my work (which is a pain in the ass), or I like to practice in my journal, or on the miniature stickers I buy at the nearest dollar store and place all around the neighborhood, until my dad finds them and takes them down. Still, it's good to get into practicing once in a while, which was what I was doing right now.

I grab a few stickers and let my marker move from side to side, curve, and flow as it created a good work of art with my initials M.G.M. and my spider symbol. As I did this, I raised the volume of my song playing through my headphones - listening to Post Malone's latest hit song, "Sunflower" . My artistic instincts kicked in, as did my rhythm as I continue to hum to the beat of the song.

"Ooh, ooh, ooh, ooh. _Needless to say I keep it in check!_ _She was all bad-bad nevertheless._ _Callin' it quits now, baby I'm a wreck._ _Crash at my place, baby you're a wreck._ _Needless to say I keep in check!_ _She was all bad-bad nevertheless._ _Callin' it quits now, baby I'm a wreck._ _Crash at my place, baby you're a wreck._ "

I lift my marker from the sticker, and I continue to hum to the song. " _Thinking in a bad way, losing your grip._ _Screaming at my face, baby don't trip._ _Someone took a big L, don't know how that felt_ _Lookin' at you sideways, party on tilt. Ooh-ooh... Some things you just can't refuse._ " " _-les..._ " I thought I heard someone call my name, probably was just me. " _She wanna ride me like a cruise_ " " _Miles..._ "

Only this time I finally did. Someone Bang at my door, and called " **Miles!** " I stagger and take off my headphones, "y-yeah dad?!" It was my dad checking up on me. "Did you finish packing? This is your big trip!" I pause for a second upon realization, before briefly examining my room. Unfortunately for me, my room's not exactly the cleanest of the house or the family, and just about everything was wrong with my room - my bed was a mess, clothes were scattered all across the place, my notes, journals, and textbooks were stacked in the corner, and there was an empty pizza box and several dirty dishes on my TV stand. All of which didn't sit well for time to pack (that, and I was busy drawing).

I wince, and hesitantly answer "um... _Yeah_...?" "Well hurry up! Your classes are gonna start in a while. You can't miss that trip!" "Yeah! I'll be out in a second!" Okay, I was **NOT** going to be out in second, much less than a minute. I instantly go flying from my chair, and I hurry to pack up while I still can. Laundry and clean-up can wait another day.

So while I'm busy packing my stuff, let me explain to you what's going on. You see, I'm a high-school student, and I go to this big, fancy, private school in New York, but it's not your average private school. This is the most renowned school in America, where they train the next generation of superheroes and S.H.I.E.L.D. agents - S.H.I.E.L.D. Academy. This is the big school in America, where the next heroes are learning and training before they go out into the real world. Superhero schools surely get you big jobs, but none like this one will get you into S.H.I.E.L.D. or the Avengers, but that's only based on recommendations and overall performance.

You see, this school is different for a few things; first, you can't get into S.H.I.E.L.D. Academy without being selected based on recommendations from pro heroes or S.H.I.E.L.D. agents, or being descended from a pro hero. Secondly, the academy is protected by an invisible energy barrier provided by Tony Stark (a.k.a. Iron Man) that is meant to keep out unwanted guests, including reporters, villains, or general trespassers, and only allows people with the correct IDs and visitor passes in.

Lastly, unlike other hero schools out there, S.H.I.E.L.D. Academy is the only one out there that allows field-based training - meaning that they put their students through various exercises and tests against real villains and bad guys in New York. If it ever gets too hairy, then S.H.I.E.L.D. immediately steps in and handles the situation. Other schools don't do that, due to the licensing policy, but our school pretty much has a free pass around that one. And yeah, I have fought a real bad guy before. It was actually how I got in.

You see, one day last year, when my powers first manifested, I got caught into a fight with Frank Oliver (a.k.a. "Kangaroo"), who stole radioactive isotopes from a nuclear testing laboratory and was on the run from the cops. When he found me, he insisted on taking me out to leave no witnesses. And as I said, my powers first developed at the time, and while I found I was unable to properly control my Quirk, I handled the fight pretty well; if not a little banged up and out of control. I found I had the ability to stick to walls, create electricity with my body, blend into my surroundings with camouflage, and even had a "sixth sense" that saved my butt more than once. But I had trouble because my hands stuck to walls like they were made of superglue, and I might've blew a few car batteries.

When I finally finished Kangaroo off, the situation was taken over when S.H.I.E.L.D. and Captain America showed up to handle the situation. They arrested Kangaroo, and also me... When they were interrogating me, I was also visited by my dad... Who told me who he really was... He was actually a S.H.I.E.L.D. agent working undercover. As surprised as I was, he made me promise to keep his identity a secret. I was shocked, but I agreed.

After that, he introduced me to the director of S.H.I.E.L.D., the famous mystery man behind the organization - Nick Fury. Fury told me he knew what happened, and as a matter of fact, he knew I was actually Quirkless. He wanted to know how I had suddenly gotten my Quirk. After I told him about what happened, with the visit at my uncle's, to the spider biting me, the illness, and the big fight at my school where I first got my Quirk, he was intrigued.

Although, they didn't have any evidence of the spider on them, nor did any of us know where it came from or what it even was. What they did have however was a link between me, and the relative abilities similar to Spider-Man. Since nobody knows who Spider-Man is, they would have assumed I was him, but that was immediately thrown out the window, considering Spider-Man has been around for years now, and I just got my "spider" powers.

But that was immediately old news to the director, and he wanted to focus on the future; **my** future... He wanted to give me to options - a), I am given a criminal record, as well as 24 hours in jail due to " _unlicensed villain intervention_ " and _"reckless_ _behavior_ ", I go back to my normal school, lead a normal life, and pretend none of that ever happened; or b), I take up his generous offer for a role at his school - S.H.I.E.L.D. Academy, receive a new suit and gadgets, and all the charges will be dropped, and this day will be all behind us.

It didn't take a genius to pick the better of the latter. Plus, my mom would kill if I was in jail.

So that was that, that was how I got into S.H.I.E.L.D. Academy. Heh, it's kinda funny when you think about it - the first day I got my superpowers was also the first day I fought my first villain, and the first time I got arrested, and got my first costume. Well, there's a first for everything.

Now I'm officially a student of their school, and they've taught me to at least control my Quirk to the point I don't short-circuit the school or get stuck on a surface; now I can create electricity from my body and turn invisible on command, as well as let myself go when I stick to a surface. As well as teach me to use my new web shooters.

Still, there are a few occasions where I accidently electrocute someone or instantly turn invisible during class. Overall, it's not that bad.

My first year in, and I think I did fairly alright - my grades were okay, my schedule was fine, and I got firsthand experience of my new Quirk and how to be a superhero. But I still got a long way to go, and I need all the education and training I need. So, I guess I'm glad I signed up for the exchange program this year, along with my friends.

Oh yeah, there's something else I gotta mention; this year is going to be pretty different. You see, the UN saw that there was a potential in our class alone, so with agreements settled with Japan, S.H.I.E.L.D. Academy will be hosting an exchange program to those who are interested in my class. That included me and my friends. And you're probably wondering exactly where we're going? Well, what's the only other famous Academy in the world? If you guessed U.A. Academy, you'd be right. Yep, U.A., the most popular heroics school in Japan.

They're hoping to pair our class with the newest class 1A, who we were told were expected to fully complete their entrance exams by then. So I guess we were intended to be role model students since we're a year ahead of them, which I find really cool.

I think it's a good way to meet new people and get to know about them, as well as help them out. Or maybe help _me_ out if I get in any trouble. I also heard that there will be a few transfer and volunteer teachers who will be joining us as well, but we are unsure of who will be joining. All in all, it shouldn't be too bad.

Although my parents are a bit skeptical about me heading to Japan for the exchange program, especially on my second year at S.H.I.E.L.D. Academy. It was a bit hard to convince them, but assessing my overall grades and how well I'm doing with class, I eventually got them to sign the forms for me and accept me into the exchange, and luckily, my friends have as well.

I've been looking forward to this day over the semester, and it's finally here. It's currently April, and the next semester is beginning today. I have to leave early in morning if I'm gonna make the trip.

I stayed over at my house for the weekend as a way to help me pack up. But you already know _that_ didn't happen, and I waited until the last minute to do so.

Right now, I was busy grabbing and throwing clothes out from my closet and dresser and into my luggage, along with my hygiene kit, my phone, and handheld game device. I also grabbed my school stuff and crammed it all into my backpack the best I could. I didn't care what I was throwing in, just as long as it would help me last a few months.

Now I just needed one more thing, my wallet. No way I was gonna walk around Japan without my money. I looked underneath my bed covers and pillows, as well as the drawers of my nightstand. Nowhere to be found, until I found it hanging by my window on the other side of the room. I decided it would be convenient to use my web shooters to get it. I gestured my hand to fire my web shooter - causing a sticky substance to fire in the direction my wallet was; sticking onto it and yanking it back into my hand.

Heh, I gotta hand it to S.H.I.E.L.D., they sure make some pretty neat stuff. I wonder if the real Spider-Man uses these things or he has organic webbing?

No matter, I still had to hurry up. I crammed my wallet into my pocket. I ran over to my closet to grab my uniform (yeah, it's one of **those** schools). The uniform consisted of a white dress shirt, a charcoal-coloured vest, black pinstripe tie, and black blazer coat with a chest pocket and the S.H.I.E.L.D. logo on the sleeve. I threw my uniform on and hurried out with my stuff.

"Miles! Hurry up! We're on a schedule!" my dad said as we walked down the hall to grab his vest in the room, while my mom had on her nurses uniform and put her staff ID on.

"I know dad! In a minute" I answer as I walk to the kitchen, hoping to make myself something quick to eat. Doubt I had enough time to grab something to eat on the way to school or at the cafeteria. "Miles, seriously, you gotta go!" "In a minute!"

I head into the fridge and grab the turkey slices, lettuce, and cheese to make a quick sandwich. The loaf of bread was on the other side of the kitchen on the counter. I close the fridge and with my open hand I use my web shooter to grab the bread. My mom walks in and catches me using them again.

"What have I told you about using those things in here?" she exclaims. She made a clear point that I can't use any of my gadgets in the house, considering I broke a couple things before. But this was an emergency, and I had no time to wait around. "Sorry mom, I gotta hurry."

She groans as she pours the rest of her coffee into her thermos. I'm just about done making the sandwich, before my mom turns and says "nevermind the sandwich, I'll hand you something outside." I know that, but I was gonna be quick. "Just a minute mom!" "Miles, come on" my dad exclaims, "you better hurry up or I won't drive you." "In a minute dad!" I finish my sandwich, and I don't hesitate to bite in.

* * *

Minutes later, I'm outside my house, and just as I'm about to hop into my dad's car and get a drive to the academy, my mom stops me, pulls be aside and gives me a big smooch on the cheek and hugs me. I love my mom, and I hug her back, but I didn't have enough time for this. Plus, I didn't want the neighborhood to see me right now.

"Mom, stoooppp", my mom chuckles, and with a smile she said "In a minute~" I groan; knowing that this is what it's probably like to be my parents when I tell them the same thing.

As my dad gives me and my mom time to talk, he packs my bookbag and luggage into the backseat of the car. My mom brushes off the wrinkles of my uniform, as well as pick off a few strands of hair.

"You have everything packed?" "Yeah." "Clothes, IDs, wallet?" My mom continues, making sure I was fully prepared. "Yes mom, I gotta go!"

"Toothbrush, deodorant?" "Mom!" I sigh. I love her, but I just wish she would stop treating me like a kid. I'm sixteen, I should be able to handle myself fine (then again, I said that last time and ended up nearly losing my phone).

She laughs and smiles. "Okay, just asking."

My dad honks the horn - he fully packed my stuff into the car and was just waiting for me to hop in. Don't wanna keep him waiting. I grab my spare coat and head toward the car, before being stopped by my mom; "oh Miles, one more thing!" I stop and turn around, "what?"

My mom keeps her arm crossed, and she had a bright smile, as well as a heartwarming look in her eyes. This is what she was usually like when she was so proud of me. She sighs, and warmly says "just wanted to let you know me and your father are proud of you for doing this. You're going to do great, I just know it."

I can't help but pause, hearing the words coming from my mother. I have never seen her this happy for me, ever since I got my Quirk. She of course saw a lot of greatness in me, and the tone of her voice and her words really comforted me.

Back then, she felt very sorry for me when we were told that I couldn't possess a Quirk, same with my dad. I was almost like my greatness wasn't there. But ever since my Quirk came, she has been feeling so happy for me ever since. Like as if fate has given us a second chance, and we accepted it.

That's also how she got me to go to S.H.I.E.L.D. Academy. Because of this, everything (well, almost everything) makes my mom more and more proud of me, like how I want to be a hero. Its the little things that make a difference and make my mom happy.

I smile back, "thanks, mom. I really appreciate it." "Stay safe alright, do whatever your teachers tell you to do, okay? I Love you."

My dad honks the horn a second time, and I think he's starting to get impatient. "I gotta go, _Te llamaré cuando llegue, te_ _amo también_ _(I'll call you when I get there, love you_ _too_ _)_." I walk down the steps and down to the car - sitting in the front with my dad. " _Mantenerse a salvo (Stay safe)!_ " My mom says just as I'm about to leave. " _Lo haré, mamá (will do, mom)!_ "

I shut the door and me and my dad drive down to my school. It's not even eight in the morning, and I'm already starting to get nervous. Even though my mom isn't here, I can still sense that she's worrying about me. Don't worry mom... I'll do great.

* * *

The drive down to the school was silent, and there was only the chatter of my dads police scanner, and the busy streets filled with cars and crowds of people getting up for work or school. I only look outside and watch as the buildings and cars go by. I see just about every building I recognize that I've been to, or that my old friends lived (since they took up the hero courses, the transferred, where as I'm still home in Brooklyn).

Everywhere I look, there just happens to be posters or billboards of everything; including stuff sponsored by big pro heroes, like the hair product "Lady Hair" sponsored by Mt. Lady, or the new Audi automobile sponsored by Iron Man.

Yeah, like I said before, heroes are everywhere, and that's where the big bucks are made. But I'm not in it for the money, I just wanna do it because it sounds fun.

The rest of the ride remained silent, and it seemed to frustrate my dad because he decided to break the silence. "So... Remind me again why you wanted to take this trip?" My dad sounded unsure, but I just answer "uh... 'Cause it's fun?"

"Mhm. Look, I hope you'll do good, I hear school's a lot different in Japan than here." My dad wasn't wrong; school in Japan is a lot tougher than here in America, plus they do speak a different language, but I don't have to worry about that part since we have help from one of our teachers. Then again, academies here are about twice as tough than the normal public schools I went to.

"Can't be any worse here. Not like it's bad or anything, I just think its gonna be the same - superhero teachers, teaching kids in uniforms how to be superheroes."

My dad shrugged, "well you have to remind yourself, these aren't gonna be your same teachers and staff over there. You're just gonna have to get along with your teachers whether you like them or not." "Yeah, sure."

We stop at a stoplight, where my dad stopped and looked at me with a hardened face. "I'm serious Miles. School's a lot different in Japan, they're more strict, and they won't let you off even with a slap on the wrist, you gotta respect them."

Again, my dad wasn't wrong, but I didn't want to stress about it until I got there, and I didn't need the lecture. "Dad, I got it. Don't worry about it."

My dad sighed and shrugged it off, mainly because it was early in the morning and he didn't sound like he didn't want to have a fight here. "Well I'm just looking out for you. You know how me and your mother are when you're out on the field like that. Sometimes I don't even trust Fury and his crap."

I know my dad is a secret S.H.I.E.L.D. agent and all, and has to take orders from Nick Fury, but that doesn't mean he easily trusts him. I'm sure he wants to knock him out there and then every time I came home with scars, bruises, burns, or even broken bones when our school takes us out in the field. Kinda funny, really.

"Well... it can't be that hard, right? I do have good grades, y'know." I see a slight smile in the corner of his lips. "Well you're just gonna have to wait and see. And remember Miles, you and your class are out there to represent your school, so make some new friends where you can. And maybe try to help a few people out since you're being with the new class."

Yeah, we were out there to represent our school, considering that this was our first exchange program, but I didn't feel like I would be making that many friends. I can't help but miss my old friends from back in the day, and I don't keep in touch with them anymore since they moved...

Plus, I don't know how well our class is gonna fair with the others, since some of us are a lot more experienced, or we have a hot head. Who know knows though, maybe I'll get lucky. "Sure thing, dad. Besides, the more I think about it, I'm guessing I can't be the only other nerd in the class."

Yeah, I admit, I'm a nerd when it comes to superheroes, like Spider-Man or the Avengers. But can you blame me? It's so freaking cool to see them in real life, like they were out of the comic books, so I bet I'm not the only one out there who enjoys them that much. "See, what did I tell you? You're gonna start off this semester great."

"Hm" I thought, "maybe this really will be a good year." The light turns green and we head on our way.

* * *

We finally arrive at the S.H.I.E.L.D. Academy gates. If you haven't seen this school, you would most likely think of this place as anything **BUT** a school.

It was about the size of a five-story building, and was about the size of an entire city block. The school itself was a stony grey building with windows lined everywhere for the classrooms and offices.

A helipad was located on the side of the building around the third floor, holding a pair of Quinjets used by the staff to take students out on field assignments and training.

Around the middle of the school was the gym that was about the size of an entire football field that we use for basic sports and athletic activities.

As for the outside in the back was where we had a large open field and bleachers that we use for outdoor activities and training that are too destructive or difficult inside.

The front entrance of the school was decorated with plants and flowers along the pathway that led to a fountain, along with the statue and plaque of a suited woman - the founder of S.H.I.E.L.D., Peggy Carter. Her statue set the mood for the whole place, and it was a reminder of what she's done for the world and for S.H.I.E.L.D..

Besides the main building, there was also a large cobblestone wall that opened up to the main entrance for the teachers and schools to come into, with a silver sign above the entrance that had the S.H.I.E.L.D. logo.

If you think the wall doesn't sound so efficient, you'd be wrong; the wall is actually what holds the generators that project the energy barrier to keep out villains and trespassers. Not that easy to break through.

Yeah, the school just has about everything you can think of, that include English, Spanish, History, Art, Music, Science, Biology, Physics, Chemistry, and all that other stuff, which also includes heroics-based subjects like training, Quirk assessment, etc. So I get to do all the hero-based subjects, without missing out on all the normal ones.

But I wasn't gonna be here for the semester. Just gotta show up for first period, then we're on our way. My dad pulls up by the entranceway, which is packed full of students wearing their uniforms and just talking, or are about to arrive for classes early. Doesn't seem like my friends are outside though.

"We're here." I step outside the car and begin to grab my bookbag and luggage, which is pretty heavy.

"Listen, if you ever need help, money, anything, don't hesitate to call or message me or your mom" he tells me as I struggle to pull the luggage out of the backseat. "Sure thing. Thanks for the drive dad." "No problem. Be safe, alright."

I finally pull my luggage free from the backseat and close the door. "Uh-huh." I look at my dad one more time, and we exchange smiles. "I love you Miles." "Yeah, I know dad. See you" I lastly say to my dad before I turn and walk down the entrance to the school. Looks like this day is looking pretty goo-

 ***BEEP*** I'm startled by the sudden sound of a beeping horn, which sounded like...

Oh no... nononononono, please **no**!

" **You gotta say I love you back.** " Oh no, he did not... Not here! "Dad, are you serious right now?!" I turn with a shocked expression. I didn't think he'd still do it!

Back in elementary and middle school, he would usually drop me off, and whenever I didn't say I love him back, he would use the mic on his cruiser to get me to say it - totally embarrassing me in the process. I don't care if he's my dad, I'm not gonna say I love him in front of over 3,000 kids, some of which are people I already now, and some are just total jjerks

" **I wanna hear it!** " My dad repeats himself over the loudspeaker (isn't that a violation of his privileges), hoping to get me to say it. I stand my ground. "You wanna hear me say-"

" **I love you dad!** "

"You're dropping me off at-"

" ** _I love you dad._** "

"Look at this place!"

" **Dad, I love you.** " The way my dad said it that time made it sound like he just about made his point. I think he did because it didn't take me long to realize this wasn't going to easily stop. It was like he was daring me to.

I guess I had no other choice. So in front of about 3,000 kids my age, looking at me or my dad silently, I finally have the guts to say it, but only because I want him to stop - "Dad... _I love you_. You happy?"

A smile forms on his face when he hears me say it. " **That's a copy** " ***BEEP*** He hangs up the mic and drives off. As he turns the corner, everyone else looks back at me and begins to laugh and point. I feel so embarrassed right now (thanks a lot, dad). It leaves me wondering why my stupid Spider-Sense didn't pick up on it in time...

Thank god I'm finally gonna take this trip... Just another excuse to leave... I straighten my tie, suck in my gut, and go inside.

Guess this is where it all starts out from here then...

* * *

 **So, I was wondering how people would think of this chapter, considering its pretty much mostly a copy of the beginning of "Into the Spider-Verse" (sorry for the spoilers if you haven't seen it). But could you blame me? If you have seen it, then you have already seen just how awesome the movie was and how much dedication Sony Pictures Animation put into the film, speaking of which; has anyone seen the new trailer for "Spider-Man: Far From Home" (Mr. Stark... I feel okay now)? Plus, I thought it would be a good way to break down Miles' origin story and how the whole story unfolds, and I promise, it will be good. But considering how I mostly wanna base the Marvel characters off of the comics, much more than the films, I don't know if I got Miles' character and personality right, or how I will do with the other characters I will include, but if any of you notice something wrong, please don't hesitate to point them out. Any feedback would be greatly appreciated.**

 **Also, on a side note, I might not be uploading anytime next week, considering that I have exams coming up and I have to study, but we'll see.**

 **If you liked this chapter, please consider faving, following, and reviewing. Seeya!**


	3. Chapter 2: Miles Morales - Exchanging

**Hey, I just wanted to apologize to everybody who has been following me and my story for the fact I haven't updated for almost two full months, and I am really, REALLY sorry about that. Considering school and my grad year, I have been pretty busy. Well, that and the recent trips I've taken like to Halifax for a trades expo and tour, as well as a trip to Moncton over March Break, and seeing Captain Marvel in theatres (which was awesome btw). As fun as it was, they really drained a lot out of me and I kinda lost my motivation to continue writing... ALMOST... That doesn't mean I'm giving up. I mean, I just started this story, and I want to keep going and show the adventures of Miles and his friends at U.A. Academy. And I'll try my best to try and update every week. No promises.**

 **With that out of the way, let's continue.**

* * *

Chapter 2: Miles Morales - Exchanging

' _Dad... Why... Why, why, WHY?!_ ' I thought to myself as I cut through crowd of laughs and points, ' _As if I wasn't nervous enough already._ ' I could barely even hear my thoughts with so many people laughing. Why, on all days did my dad have to do that, and right in front of the school of all places?! Thank god I was leaving today, and I wouldn't be this month's class clown. I walk up the steps and immediately head in.

Obviously, S.H.I.E.L.D. Academy is nothing like you've ever seen before, compared to the outside. Students filled up the whole place like Times Square or the world's shopping mall, but I think it had to be with the fact that this spot alone was the most popular hangout place in the school. The common area was a large circular room that had stairways and elevators that led to the second and third floors and several different directions of halls. But that was just the usual. In the center of the area was a large garden area like you see in a mall, with a few planted trees, benches, and a circular stone fountain. In the center of the fountain was a holographic projector that projected S.H.I.E.L.D. Academy's logo and often changed into heroic figures like Captain America, Captain Marvel, or Peggy Carter.

Decorating the walls were commemorations to the many heroes that fought with S.H.I.E.L.D., the Avengers, the X-Men, and the Fantastic Four, and those who were still around; like a replica of Captain America's old shield, a large mural featuring the original Avengers, Wolverine's old cowl, a replica of the Fantasticar, and Iron Man's MK. I helmet. TVs hung on the walls that continuously broadcasted all the different news channels, and just about every one of them talked about nothing but Pro Heroes; from Iron Man to Captain America, Spider-Man, the Fantastic Four, X-Men, and so on. It was basically like a newsroom. I guess it's pretty cool, considering all the stuff they have around here.

The place just blows my mind, like I'm seeing it for the first time, all the time. Especially since they have a bunch of all this cool stuff here. Between the decorations and TVs, I guess their point of view is to teach us about the old heroes, and why we're here. But I had no time to stick around. I hop on the elevator and make my way to my class on the second floor.

"Alright... 210... 211... 212... Ah, 213!" Homeroom class, with a wide open door. This was where I had to meet up before first period and the exchange program. As I step inside I'm already greeted with a large room that fits 20 others, although not that many people came by around here most of the time before the first bell, so it was pretty deserted for the most part. Me and my friends usually like to hang out or study in here before class, though, I didn't seem to see them around yet and there were a few that noticed were already a part of homeroom.

A couple guys were laughing and chatting in the corner by the window; a few girls sat together in the front and gossiped; and let's not forget the silent ones in the back. Yep, I can say it's just about an average morning - just like all the other ones. Though a few of them caught my attention - the quiet ones who happened to be Robbie Reyes, and Laura Kinney - the class' badasses. Laura had her arms and legs crossed as she sat silently and relaxed; listening to the clock tick by. Robbie had his feet kicked up on the desk as he looked on his phone (guess he was probably messaging his family or surfing the web). Now that you've met them, I guess I should introduce them.

Laura... She's a complete mystery. She looks just about as average as some of the girls in the school, with long shoulder-length black hair, lightly pale skin, and green eyes. But don't let that look fool you. She may look innocent from afar, but the heavy eyeliner and sharp metallic claws in her hands (as well as in her feet) could tell you otherwise. And yeah, that's her Quirk. No doubt about it, she got it from her dad; the infamous Wolverine. That's just as much as we need to know about her past.

Nothing has been really said about her and her past, nor does she ever wanna talk about (she gets pissed if anything ever gets brought up about her or her history, and she's surely not afraid to tell them off or teach them a lesson). Speaking of which, that's another thing... Laura never talks that much... She's a bit mute, really. Only when she wants to put her opinion in or is called upon does she usually talk. She doesn't have that many friends, not like she seems to mind; she kinda likes to be alone. I'm not sure about her, but like I said, she's a mystery.

As for Robbie... Just like Laura, he's a mystery too, except he's more talkative. He's pretty much the oldest of the whole homeroom class, with short black slicked hair with a white streak along the middle, sharp eyebrows with a single slit, and a stubble goatee. Despite how tough and mean he looks, he isn't all that bad. It just takes something bad, or someone bad to piss him off, but I guess that means he's protective. He's a good guy, really, you just gotta know him better.

As far as we know about Robbie is that he was a seventeen year old Latino-American student from East L.A.. Heard that it's a pretty dangerous area, considering the drug dealers, street gangs, and the crazy people with Quirks who would care less about hurting people or destroying the neighborhood. Could only imagine what Robbie must've went through. He and his family, including his younger disabled brother Gabe and their parents lived right in the middle of the neighborhood and caught in the crossfire. He explains that he strives for a better life for him and his family. So I'm guessing when S.H.I.E.L.D. found him and enrolled him at S.H.I.E.L.D. Academy, they promised they could do that. Everything else is a complete mystery, but I'm too afraid to ask him about it since he doesn't talk about his past. As for his Quirk... Well, it's a bit hard to explain. I say we leave it for another time.

The two earned their titles as the toughest kids in our class considering how incredibly strong and brutal their Quirks could be if they used their full potential. Laura's Adamantium claws could easily cut through the toughest materials like they were made of tissue paper, and her fighting demeanour is a combination of both feral and brutal - making her one of the best, and **dangerous** fighters of the whole school. Robbie was just about as tough too. When using his Quirk, he also wields a powerful whip-like chain that can extend or retract to his will, as well as a pair of daggers that he rarely uses due to the school's weapon policies with combat training. Not only that, but he is pretty much the only guy in our class that has a car and drivers license - driving a modified black '69 Dodge Charger R/T with a blower engine that also factors into his Quirk, and for good reason too.

Because of this, a lot of people tend to back away or avoid the two. To me, I think Robbie's actually okay. Whenever he's calm or having a good day, he's like an innocent cinnamon bun, and actually fun to talk to. Especially with his younger brother where he's spent most of his time taking care of. Laura mmmaaayyy take some getting used to; knowing she doesn't like any of the other girls in the school and doesn't talk much, plus, she's not afraid to kick some serious ass. Who knows? Maybe she's cool.

I felt a slight tap on my shoulder, but as I turned, nobody was there as far as I saw, except for a few students standing and talking down the hall. I look back and forth but nobody was there. As I look right down the hall, my Spider-Sense finally goes off just before I got tapped on the head. Turning again, an extended, stretched arm repels back down the corner. Heh, I guess I should introduce you to my best friend. I smile, and call out "I saw that Kamala!" A girl turned the corner with a sly smile as she walked towards me. "Okay, okay, you got me Miles" she chuckled, "jeez, I can't do anything because of that stupid Spider-Sense." I smirked, "that coming from you and your big hands? You never were good at the stealth unit, y'know." With a playful grin she exclaimed "oh yeah!?" She suddenly enlarged her fist and threw some playful punches at my arm. Still hurt like hell though. "Okay, okay! You throw a serious left hook though." She shrunk her hand back down and a victorious laugh, "Hah! Guess I win." "yeah, yeah."

I should introduce you to my friend Kamala, Kamala Khan. She's another student of S.H.I.E.L.D. Academy who just transferred from Jersey City about a year ago. She had light brown hair that fell just past her shoulders, light brown eyes, and bronze skin that made her stand out from the others. She was about my age, and wore the traditional S.H.I.E.L.D. Academy uniform, with a charcoal plaid skirt, black leggings, and white worn-out sneakers, along with her satchel thrown over her shoulder. She lived in New Jersey and lead a pretty easy life - good friends, was a straight-A nerd in junior high, and also strict parents. Besides nerdy stuff, social media, and video games, she also has a love for superheroes just as much as I do; her biggest idol being the famous Pro Hero, Carol Danvers - Captain Marvel, but she's definitely on another level than me. Sure, I have the occasional posters here and there in my room, but she's a straight out Captain Marvel fangirl. Owning things from t-shirts, to posters, figurines, and if you think that stops there, wait till you read her fanfics (btw, she's a big "Spider-Marvel" shipper).

Seriously, she's got over 50K reads and 600 followers, go check her out!

When she enrolled at S.H.I.E.L.D. Academy and passed the entrance exam, she was blown away by my own Quirk, and always thought of me as " _Spider-Boy_ " since Spider-Man was already taken; not like it offended me, coming from " _Captain Marvel Jr._ " (heh). Not only that, but she was one of my friends who were coming along for the exchange program. How cool was that?!

She peeked inside the classroom and was disappointed, "Hey, you haven't seen Sam, have you?" I shook my head, "nah, haven't seen him. Didn't message me back either." We were about to walk in before hearing a guy call out "wait up guys!" Down the hall we spotted our friend Sam, who sprinted to the classroom door where we were standing. Sam was a little younger than us with short black hair, blue eyes, and wore the men's academy uniform with a messy tie. He was carrying his carrier luggage and a duffel bag over his shoulder, along with his skateboard. "I'm not late, aren't I?" "No, you're actually right on time" Kamala said. "You guys weren't worried about me, weren't you?" "Course not. We knew you'd come along. What was the matter? Traffic?" Sam shook his head "wrong train. How do you seriously understand the metro?" Yeah... Sam never lived in the city. He was long ways from here anyways - Carefree, Arizona to be specific.

What was so cool about Sam was the fact that he had an alien-made helmet that enhanced his flight Quirk, as well as his speed, strength, and durability. And yeah, I said Alien-made. You see, his dad used to be part of an elite space police called the "Nova Corps", and now Sam is taking up the mantle of 'Nova' after his dad disappeared and was given his helmet by an alien woman and talking Raccoon after waking up in the hospital. S.H.I.E.L.D. Academy enrolled him, and he's keen on taking his powers out for a test drive whenever he can, like a kid in a candy store. Now that I think back on aliens; makes me realize how small our world really is. Wonder what else is out there besides Quirks, gods, and aliens.

"Welcome to New York, I guess" I shrug. Sam moaned, "heard the metro was supposed to be a lot worse in Japan." "What're you talking about?" Kamala asked with a raised eyebrow, "you can literally fly! Miles can web swing, and I can either walk over the crowd, or hitch a ride you guys." "Actually, I heard they have restrictions there about using your Quirks to get around compared to America. Can't use them without a license, student, civilian, or hero. You could actually get arrested or charged for doing that" I mentioned - doing my research the day before. "Really? Damn. Well... Good luck, I guess" Kamala answered with her arms crossed, glazing towards the corner and looking disappointed. "You too."

Suddenly the morning bell rang, and we walked in class to our desks. Rest of our conversation had to wait until later. Minutes ticked by and the room was suddenly packed front to back with students, some looking far bizarre than the others based on the physical actions of their Quirks. Not like it made any difference, it actually made them pretty cool. Next to me sat Kamala with a straight posture, while Sam sat on the other side with his head on his desk. Meanwhile, I opened up my journal and picked up where I left off on my next sticker. Didn't get too far before our homeroom teacher, Agent Hill walked in. "Good morning class" Our bodies tensed and I dropped my pencil immediately when our teacher walked in. We sat with our backs straight and arms to the sides of the desk - looking forward without taking our eyes off the teacher. S.H.I.E.L.D. Academy was most likely the most militaristic heroics school they had to offer, and they expected us to act like soldiers 24/7. Goes to show how pretty strict this place is like the military. Don't get me started on the food either.

"Now, we advise that you all wait a moment so that I may take your attendance, and for Principal Fury to arrive soon."

Nick Fury walked into the classroom with his arms crossed and a clipboard in his hands. On and off the battlefield, the guy was still pretty intimidating. Maybe it had something to do with the eyepatch over his left eye, the large black trench coat (that he had off at the moment), or the (empty) gun holster strapped to his belt. It was pretty hard to tell he was even the principal at this school compared to being a S.H.I.E.L.D. director. "Thank you, Agent Hill." Fury turned to us and I could feel his eye watching us like a hawk. Telling you, he's pretty scary for principal and doesn't need to even try.

"Good morning students. At ease." We finally relaxed and sat back into our chairs again, and I went back to drawing. "How are you all doing this morning?" Silence filled the class besides the casual early moaning and a few answers. Fury shrugged "I see. Not that many eager faces today as I can see. That's understandable." He pulled out his tablet and examined it. "Now... I am certain you are all well aware of what will be happening today. For those who don't, today, we finally have taken the privilege to finally taking part of S.H.I.E.L.D. Academy's first cultural exchange program with UA Academy in Japan to represent our own heroics school. Keep in mind that this is not a field trip; any training, assignments, tests, exams, and activities will be recorded and logged in your personal records. In other words, the grades you receive there still count towards your school here."

Principal Fury continues explaining about the program before my phone vibrates and I get a text. Luckily, Fury and Agent Hill weren't focused on me so I decided to sneak a quick peak at my phone. Reading the text, it was from my uncle who decided to check in on me. My parents don't really know I have my uncle's number on my phone, so I snuck a few messages back and forth with him. I'm sure they wouldn't mind me talking to Uncle Aaron

* * *

 _ **Uncle Aaron:** "Sup, Miles? Heard you were finally taking that program? You're heading to... Japan, right?"_

 _ **Me:** "Yeah! Felt like forever, but it's finally happening."_

 _ **Uncle Aaron:** "Glad to see you're already having fun. Hope you have a good time."_

 _ **Me:** "Me too, I'll text you guys when I get there."_

 _ **Uncle Aaron:** "Looking forward to it."_

* * *

"Mr. Morales!" I nearly jump out of my seat to the booming voice calling my name. I look up from my phone to see Fury, Agent Hill, and a bunch of pairs of eyes looking back at me like as if I was in trouble, which I probably was. "Is there something going on that's so important that you'd like to share with the class?" A bunch of eyes are wandering towards me, and I wasn't comfortable with sharing my convo with my uncle so I shook my head. "N-No sir." Fury looked at me for several moments before he continued "alright then. As I was saying... Anything that you do so far in U.A. will benefit your grades at S.H.I.E.L.D. Academy. And hopefully, benefit your chances of joining certain agencies like the Avengers, Fantastic Four, X-Men, or even S.H.I.E.L.D. itself."

'"I bet most of you are also wondering about language and translation issues while you're there. Don't worry, we have you covered. Agent Romanoff?" My eyes suddenly lit up as I understood the name. Suddenly in walked a fairly young woman with shoulder-length red hair, and wore a black leather suit that hugged her slender body, along with the utility belt featuring the hero's red hourglass buckle. Who happened to be Pro Hero "Black Widow." Kamala nearly held a light gasp at the heroine in front of us, who so happened to be hitching a ride with us.

"Good morning, students. Hope you're still wide awake. It's gonna be a long trip" Black Widow spoke with her arms crossed. "Ms. Romanoff will be temporarily joining you during the oversea flight to U.A., and her Quirk will allow you to speak, read, and understand multiple languages. In other words, you will be understanding and speaking Japanese like as if you're easily listening to English." Oh yeah, Black Widow's Quirk can allow her to speak a bunch of different languages all at once and even teach others to do it. Stuff like French, Spanish, Russian, German, Greek, Chinese, Japanese, even the dead ones like Latin. Never occurred to me about the language problem, so it's a relief that Fury came prepared.

"By my understanding, there should be only ten of you present to partake in the exchange program, so let me to check..." Fury checked his tablet and checked the class roster and going over the names. "James Rogers?" a redhaired student raised his hand; the son of the old Captain America, as well as Black Widow's son. "Francis Barton?" following James was Francis, the white-haired, sharpshooting son of Hawkeye and Mockingjay. "Um... Torunn Odinson." A blonde-haired, muscular girl raised her hand with confidence. Torunn, daughter of Thor (now king of Asgard) and Jane Foster (once human, now the new Goddess of Thunder). "Henry Pym Jr.?" The youngest and smallest of the class raised his hand. That was Pym; son of the late Ant-Man and the Wasp. "Azari T'Challa?" A lean African student nodded his head and answered "present." Black Panther and Storm's son, Azari. Soon to be the next king and Black Panther.

"Miles Morales?" I raise my hand, followed by Kamala, Sam, Robbie, and Laura who were called upon next. With a nod of approval, Fury set his tablet aside and continued, "I can see everyone has made it then. Very good. Now before we leave, I have only a few more things to mention; if there are any incidents that include behavioural issues or vigilantism outside of school grounds without permission, then we will have no choice but to send you back home without question. Secondly, if there are any reported incidents that may put you or others in danger, then S.H.I.E.L.D. will have no choice but to step in. If it gets any worse though... Then the program will have to end shortly."

That sudden announcement startled. If villains got involved, then we'd have a S.H.I.E.L.D. problem, and may have to get the Avengers involved. Japan was getting hit pretty bad with villains lately; getting meaner and stronger everyday. Not a cause for concern right now, but if villains find out S.H.I.E.L.D. students are in town, we're gonna have massive targets painted on our backs, even with pro heroes involved. Kind of scary, really. "Now, I believe that's everything. Did I miss anything Agent Hill, Romanoff?" The female Avenger and homeroom teacher shook their heads. "No? Well then... The Quinjets will be awaiting to transport you and your belongings. Once you reach U.A., you will be met and escorted by Agent Coulson to your temporary residence, and you will be further instructed on what to do. Now, if you will bring any luggage you have, follow Agent Hill and Ms. Romanoff and they will escort you to the helipads. That will be all. Have a safe trip." We get up from our desks, grab our stuff, and follow the teacher and pro hero out of the class and down the hall.

"Okay first lesson students, ' _hello, my name is_ ', and say your name" Black Widow began. "Begin, ' _kon ni chi ha, shi no namae ha_ '." We repeat Black Widow and say our names. _"Kon ni chi ha, shi no namae ha_ Miles." We continue to follow her short lessons as we continue to the Quinjets, but I felt like I wasn't gaining anything. Following a few more short phrases, I couldn't help but notice nobody was even speaking Japanese anymore. "Is it just me, or is everybody speaking English?" Pym asks. Black Widow looks over her shoulder and answers "nope. You were still speaking Japanese. My Quirk is taking effect now. You're speaking Japanese now, but you're now hardwired to understand Japanese as though it were English. Think of it like... a mental translator. Reading and hearing shouldn't be a problem either. Should last you a few years." Pym thought for a second before asking again "Were you speaking Japanese or English? Am **I** speaking English?" This caused the heroine and teacher to laugh, "well yes and no. Depending on who you talk to and what their first language is. You should be fine. You don't need my help any further." "Will you still be joining us?" Torunn asks. "Yes, I have to report with Agent Coulson once we get there. Me, Coulson, and one of the teachers of U.A. will be giving you a tour around the school and your living quarters. Your classes will begin tomorrow."

"Mo- Uh... Agent Romanoff" James corrected himself, "How long will you be staying with us?" "I'll be there only for the first week along with Agent Coulson. Keep in mind that after you are gone, you will still be under S.H.I.E.L.D. surveillance, 24/7. Anything you do or say will be recorded for your personal records and for future studies." "Future studies?" Francis asked. "S.H.I.E.L.D. monitoring your progress also means monitoring your fighting style, techniques, and any flaws in and off the battlefield, so we may conduct new tests or new gear concepts for S.H.I.E.L.D., STARK, Shuri, or the Support Department at U.A." "Shuri? Hey, isn't that your aunt Azari?" Kamala asks. Azari nods, "yes. My aunt is the head of the research lab back home in Wakanda. Before, she has worked on the technological advancements that benefitted Wakanda from the barrier, to new suits, armor, and weapons. Now that Wakanda has opened up to the world, she and other researchers are working together to improve weapons and technology for the heroes out there. More powerful and stronger than anything else. Thanks to Vibranium." "Y'know... I find it weird that your dad finally opened up Wakanda to the world. What do you think it was that changed his mind?" Azari shut his eyes and sighed... "I do not know."

As we reach the heliport, there are a pair of Quinjets that are already prepared to load up us and our stuff. In one of them, they were carefully loading Robbie's Charger (that they lifted to the pad with the elevator) into the cargo bay of one of the jets. "Hey! Be careful with my car! It's one of a kind!" Robbie yelled to one of the carrier troops. "We'll keep it in mind to be extra careful, Mr. Reyes." Sam, Kamala and I walk up to the helipad where the troops were busy putting our stuff on. "Looks like we have to wait" Sam pointed out. "Yep..." We sat for a second before Kamala spoke, "hey, what do you think U.A. is gonna be like?" Sam and I shrugged. "Dunno. As far as I know, it's pretty extreme. And it's another uniform school." "Aren't all schools like that in Japan?" Sam asked. "Yeah, most of them." "You know what I heard though..." Kamala and I look at Sam with curious looks on our faces, "apparently, the symbol of peace, All Might is going to be a new teacher."

Our jaws felt like they dropped to the bottom of the floor when we heard the name. "A-All Might?!" Kamala stammers, " _the_ All Might?" "Yeah! It's all around the news. Apparently All Might recently took a job as one of the new teachers at U.A.. What? It's nothing special." Kamala appeared offended at Sam. "Nothing special! He's basically one of the world's most popular and strongest heroes! No agency, no gadgets, nothing! He does that all with **just** his bare hands! He's like the Hulk, but 10X stronger and smarter! You can't tell me you're not that impressed?!" Sam thought for a minute, "well... A little..." Kamala sighed, "you're clueless, you know that?" "Maybe I am."

"Say, I thought you didn't care that much for All Might, or all the other heroes out there?" I began to which Kamala shrugged, "What? Who says I'm **just** a Captain Marvel fan? I care about other heroes y'know. I mean, All Might's alright, and they all probably get along well. But, I don't think he has anything on Captain Marvel, that's for sure", Kamala sighed with her eyes looking up, and her hands on her chin as she leant on the railing. I could already imagine that she was probably daydreaming about Captain Marvel with her faux hawk blowing in the wind as she flexes over All Might's crumpled body like she won a wrestling match, or the most intense arm-wrestling match. Knowing her, she probably was.

Suddenly, my phone vibrates, and I excuse myself from the group for a second. I check my phone to find that it was my uncle texting me again. Checking the message, it read...

* * *

 _ **Uncle Aaron:** "Hey, one more thing before you go. remember what I taught you? the Shoulder Touch?"_

* * *

I roll my eyes and huff. I remember when my uncle taught me that move the day I first got bit by the spider in his apartment to help me get a girl. After I got back from the hospital, I decided to try it out. Didn't work out so much, considering my hand accidentally got stuck in her hair and the school nurse had to shave it off. Leaving a handprint on the side of her hair. Did I get the date? Of course! Haha! _Hehe_... Ah who am I kidding, of course I didn't. I was the laughing stock of the school, and I kept ten feet away from her for the rest of the year. I mean, I love my uncle and I take his advice a lot, but the Shoulder Touch is just too awkward... And messy...

* * *

 _ **Me:** "I dunno, Uncle Aaron. You sure it's gonna work?"_

 _ **Uncle Aaron:** "Trust me kid. Your uncle's had a lot of experience with the girls. It's easy, walk up to her, make eye contact, put your hand on her shoulder and say... 'Hey...' Remember to use your man voice too. Girls dig it."_

 _ **Me:** "Uncle Aaron, the last time I did that was the day I got my powers and got my fingers stuck in a girl's hair y'know."_

 ** _Uncle Aaron:_** _"Lol, yeah. How could I forget. Well, put it this way: lesson learnt."_

 ** _Me:_** _"Anything else?"_

 ** _Uncle Aaron:_** _"Well... Here's an easy one: make the girl smile any way possible. You do that, they'll remember you for sure. Trust me on this one."_

 ** _Me:_** _"Huh. That's actually pretty convincing. I'll give it a shot."_

 _ **Uncle Aaron:** "When have I ever let you down, huh? Have fun, Miles. I gotta head to work now."_

 ** _Me:_** _"See you."_

* * *

"Who were you talking to?" Kamala sneaks up behind me begins eavesdropping - causing me to almost drop my phone. "O-oh! It's just my uncle. Giving me advice and all." "Your uncle?" Isn't he the guy who told you about the Shoulder Touch? The same Shoulder Touch that got your hand stuck in that girl's hair?" " **SSSSHHH!** " I try to cover her mouth with my hand. I look back to find several pairs of eyes staring at us, and a few troopers even stop what they're doing. Luckily, it doesn't look like they heard much so they continue and mind their business. I sigh in relief and let my hand go. "I told you that in confidence, you know." Kamala smiles and snickers, "Sorry Miles. But seriously though, is that him?" I pause for a second and exhale. "Yeah... That was him. He just wanted to talk to me about the trip, say goodbye and all that." "That's alright Miles. I mean you're pretty lucky you have most of your family to say goodbye too. My parents were too busy to wish me luck or to even say goodbye." She suddenly looked saddened. I mean, she does have some pretty strict parents, but wouldn't it have hurt to say goodbye to their daughter, even if she was at a different school or a different country? "Well, what about your brother and old friends? I mean, they must've said goodbye to you?"

I probably upset her more because her eyes trailed to the ground and she crossed her arms with a light huff. "Yeah, but... It's just not the same..." "They'll come around, I'm sure of it." Kamala sighed once more, "yeah, sure." There was a mixture of sarcasm and spite in her words, and she was probably done hearing it. Behind us, Black Widow and Sam approached us. "Sorry to interrupt, but I just wanted to let you know that they just finished loading up and we're ready to board. If you two would still like to come?" We nod, "yeah, sorry for keeping you waiting." Black Widow and Sam step onboard leaving me and Kamala again. "Don't worry about it Miles, whether they message me or not, it's fine. Doesn't really matter." "But I-" "It's fine Miles." With a huff, Kamala turned on her heel and stepped on board - leaving me behind.

I stand there for a minute; looking back onto how awkward and stupid the conversation felt. ' _stupid Miles... Really stupid_.' I thought. I probably put her into a worst train of thought than before. I didn't think that not saying goodbye would make her that much more upset, but I guess it did. I mean, it's not my place to talk about her family life, but still... But knowing her, she'll cheer up once we get there. I mean, as strict as she is between being a hero-in-training, being Captain Marvel's pupil, and her family life, she can come around and have fun from time to time. I begin to board the Quinjet and sit down - grabbing my pair of headphones and MP3. "How long until we get there?" I ask Black Widow as she sits down near the cockpit. "Knowing the weather, time, and distance... About 13 hours. You're gonna want to get comfortable." Well... Could be worse right. "I'd suggest making you have all your stuff before you take off, but I doubt we'll have enough time for that. Buckle up. It's gonna be one hell of a trip..." ' _Well... Here we go, I guess... Needless to say I keep her in check-_ '.

* * *

 **WELP! Here it is! Again, sorry this took so long. I have been meaning to finish this, but I felt like it dragged on for so long, especially since I had exams, March Break, and several trips to Moncton and to Halifax. But besides that, I was wondering what you guys all thought about the chapter, including the characters I have chosen to be students in S.H.I.E.L.D. Academy. Honestly, I like it. When I was working to pick some candidates to be a part of S.H.I.E.L.D. Academy, my main goal was to pick the NEXT generation of heroes who are descending from their parents or idols, similar to how Izuku is the next wielder of One for All. Such as how Miles is the next Spider-Man, Kamala is the next Ms. Marvel, Sam is the next Nova, and so on. Then I thought back to the old animated film "Next Avengers: Heroes of Tomorrow" and how the characters were descendants of their parents, so it was the perfect idea to bring them into the story.**

 **If some of you are unhappy with these choices, or you would like to see some other students join S.H.I.E.L.D. Academy, don't worry. This is only the beginning of the story, so there is a long way to go before we get into the good stuff. So there is plenty of room to include others. If you have any recommendations, don't hesitate to tell me about them. Anyways, without further a due, I hope you all enjoyed this chapter, and be sure to fav, follow, and review. Seeya!**


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